TRACON Pharmaceuticals (TCON) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 28, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TRACON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter) 

Delaware	34-2037594
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8910 University Center Lane, Suite 700 San Diego, California	92122
(Address of Principal Executive Offices)	(Zip Code)

2015 Equity Incentive Plan

2015 Employee Stock Purchase Plan

(Full titles of the plans)

Charles P. Theuer, M.D., Ph.D.

President and Chief Executive Officer

TRACON Pharmaceuticals, Inc.

8910 University Center Lane, Suite 700

San Diego, California 92122

(858) 550-0780

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean M. Clayton, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 Patricia L. Bitar, CPA Chief Financial Officer TRACON Pharmaceuticals, Inc. 8910 University Center Lane, Suite 700 San Diego, California 92122 (858) 550-0780

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☒

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (4)	Proposed Maximum Aggregate  Offering Price (4)	Amount of Registration Fee
Common Stock $0.001 par value per share, to be issued pursuant to the 2015 Equity Incentive Plan	643,388(2)	$4.04	$2,599,287.52	$301.26
Common Stock $0.001 par value per share, to be issued pursuant to the 2015 Employee Stock Purchase Plan	160,847(3)	$4.04	$649,821.88	$75.32

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes such indeterminable number of additional shares as may be issued as a result of an adjustment to the shares by reason of a stock split, stock dividend or similar capital adjustment, as required by the plans.

(2) Represents 643,388 shares automatically added to the shares authorized for issuance under the TRACON Pharmaceuticals, Inc. 2015 Equity Incentive Plan, as amended December 14, 2015 (the “2015 EIP”) on January 1, 2017, pursuant to the “evergreen” provision contained in the 2015 EIP.

(3) Represents 160,847 shares automatically added to the shares authorized for issuance under the TRACON Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan, as amended (the “2015 ESPP”) on January 1, 2017 pursuant to the “evergreen” provision contained in the 2015 ESPP.

(4) This estimate is computed in accordance with Rule 457(h) and (c) under the Securities Act solely for the purpose of calculating the registration fee, and is based on the average of the high and low prices of the registrant’s common stock on February 27, 2017 as reported on the Nasdaq Global Market.

INCORPORATION OF DOCUMENTS BY REFERENCE

This registration statement is being filed for the purpose of registering additional securities of the same class as other securities for which a registration statement of TRACON Pharmaceuticals, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plans are effective. In accordance with General Instruction E to Form S-8, the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on January 30, 2015 (File No. 333-201808) and February 19, 2016 (File No. 333-209592) are hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 28th day of February, 2017.

	TRACON PHARMACEUTICALS, INC.
Date: February 28, 2017	By:	/s/ Charles P. Theuer, M.D., Ph.D.
		Charles P. Theuer, M.D., Ph.D.   President and Chief Executive Officer

POWER OF ATTORNEY

Know All Persons By These Presents , that each person whose signature appears below constitutes and appoints Charles P. Theuer, MD., Ph.D. and Patricia L. Bitar, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Charles P. Theuer, M.D., PH.D.	President, Chief Executive Officer and Member of the Board	February 28, 2017
Charles P. Theuer, MD., PH.D.	of Directors
	(Principal Executive Officer)
/s/ Patricia L. Bitar, CPA
Patricia L. Bitar, CPA	Chief Financial Officer, Assistant Secretary and Treasurer	February 28, 2017
	(Principal Financial and Accounting Officer)
/s/ William R. LaRue
William R. LaRue	Member of the Board of Directors	February 28, 2017
/s/ Martin A. Mattingly, PHARM D.
Martin A. Mattingly, PHARM D.	Member of the Board of Directors	February 28, 2017
/s/ J. Rainer Twiford, J.D., PH.D.
J. Rainer Twiford, J.D., PH.D.	Member of the Board of Directors	February 28, 2017
/s/ Paul Walker
Paul Walker	Member of the Board of Directors	February 28, 2017
/s/ Stephen T. Worland, PH.D.
Stephen T. Worland, PH.D.	Member of the Board of Directors	February 28, 2017

INDEX TO EXHIBITS

Exhibit Number	Description of Document
4.1(1)	Amended and Restated Certificate of Incorporation
4.2(1)	Amended and Restated Bylaws
4.3(2)	Form of Common Stock Certificate
5.1	Opinion of Cooley LLP
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Cooley LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1(3)	TRACON Pharmaceuticals, Inc. 2015 Equity Incentive Plan and Forms of Stock Option Grant Notice, Stock Option Agreement, Notice of Exercise and Restricted Stock Unit Agreement thereunder, as amended December 14, 2015.
99.2(4)	TRACON Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan

(1) Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on February 4, 2015.

(2) Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Registration Statement on Form S-1 (File No. 333-201280), as amended.

(3) Incorporated by reference to the TRACON Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on December 17, 2015.

(4) Incorporated by reference to TRACON Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 14, 2015.